O'Brian's statement is on page 216 and Winston's is on 181
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Outer party members view Proles as the ignorant masses. Winston is fascinated by them. He wonders if there is more to them than simply ignorant people who satisfy their primal urges. Winston wonders if it is possible that they might rise up and destroy the party. This is Winston's ultimate fantasy. The masses of Proles could smash Big Brother and the inner party to oblivion. O'Brien is not concerned about this. The Proles are not educated enough to question their society. The state encourages them to satisfy their primal urges (sex, alcohol, the lottery...) so the Proles remain ignorant and not a threat to the state.